South Africa's Omnia Group to make all-cash premium offer to acquire Nordex Explosives Limited

All cash offer would provide a 33% premium to the existing proposal from France's EPC Group

JOHANNESBURG, South Africa, July 14, 2016 /CNW/ - Omnia Holdings Limited ("Omnia") (JSE: Share code: OMN ISIN: ZAE000005153) today announces that it currently intends to make an all-cash offer (the "Offer") to purchase all of the outstanding common shares (the "Shares") of Nordex Explosives Limited ("Nordex") for Cdn$0.20 in cash per Share, subject to certain terms and conditions. This Offer follows five months of negotiations with Nordex which were unsuccessful. The Offer will be made through Omnia's Mining division in the name of BME, a globally recognized business in the mining explosives industry, with a comprehensive range of products and technical services.

"Today, we are announcing our intention to make this premium all-cash offer to Nordex shareholders. Unfortunately, the directors of Nordex were unable to see the value proposition in our previous proposals, and accordingly, we are taking this Offer directly to the Nordex shareholders", said Joseph Keenan, Managing Director of the BME Division. "Nordex remains a heavily indebted company, and once the offer is mailed we intend to commence discussions with its major debtholders in order to restructure and repay its outstanding debt."

Omnia notes the press release dated June 10, 2016 of Nordex announcing a transaction with Société Anonyme d'Explosifs et de Produits Chimiques ("EPC") pursuant to which Nordex shareholders would receive only Cdn$0.15 per share in cash in a change of control and going private transaction.

"Our offer is clearly superior to the EPC transaction, and we fully believe that Nordex shareholders will recognize the value of this offer and reject the undervalued EPC transaction at the shareholder meeting scheduled for August 10, 2016."

Omnia expects to mail its take-over bid circular by the end of July, 2016, and the Offer will remain open for 105 calendar days under applicable Canadian securities laws.

Reasons to accept the Offer when it is made:

• Significant Premium for Shareholders: The Cdn$0.20 cash Offer price Shares represents a 33% premium to the value offered to Nordex shareholders in the current EPC offer.
  
  
• Realize Immediate and Certain Value: The all-cash consideration provides shareholders with the opportunity to realize an immediate and certain value for their Shares.
  
  
• Fully-Financed All-Cash Offer: In accordance with applicable Canadian securities laws, the Offer will not be subject to a financing condition and made from cash on hand.  
  
  
• Offer Provides Shareholders with Liquidity: Nordex shareholders currently have limited liquidity based on the trading history of the Nordex Shares, and the fully-funded Offer provides an opportunity for shareholders to dispose of all of their Shares for a clean cash consideration of Cdn$0.20 and at value levels not seen in the Nordex Share price since the first half of 2015.

While the Offer will be made without the support of the Board of Directors of Nordex, Omnia remains open to discussing a supported transaction with Nordex which could result in a shortened time frame for the Offer. 

Omnia anticipates that the Offer will be subject to a number of customary conditions, including: (i) there being deposited under the Offer and not withdrawn, at least 66 2/3% of the outstanding Shares (calculated on a fully diluted basis); (ii) receipt of all governmental, regulatory and third party approvals that the Offer or considers necessary or desirable in connection with the Offer; (iii) no material adverse change having occurred to Nordex; (iv) each consent, notice, authorization, exemption, license or approval required to be given or obtained under the Canadian Explosives Act shall have been made or obtained,  and (v) if required, the consent of the federal Minister of Natural Resources being obtained.

About Omnia

Omnia Holdings Limited is a diversified chemicals group, listed on the Johannesburg Stock Exchange with a market capitalization of R10.8 billion (Cdn$980 million), with specialised services and solutions for the agriculture, mining and chemicals industries. Group turnover for the financial year ended 31 March 2016 was R16.8 billion (Cdn$1.5 billion).

The Group differentiates itself from other commodity chemical providers by adding value at every stage of the supply and service chain through technological innovation and by deploying its intellectual capital. The sustainability of the business model is strengthened by targeted backward integration through the installation of technologically advanced plants that manufacture core materials such as nitric acid and explosives emulsions. In addition to securing sources of supply, this enables Omnia to improve operational efficiencies throughout the product development and production cycle.

Omnia, which has its roots in the fertilizer and agriculture industry, has built an in-depth understanding, not only of its core markets in South Africa, but also in the fundamental industries of mining and agriculture in Africa. Based in Johannesburg, South Africa and with operations in 18 countries in Africa, including South Africa, and five countries outside of Africa, Omnia has more than six decades' experience in the business. Additionally, Omnia continues to grow its global footprint, with business units in Australasia and Brazil and clients in other regions such as Europe, South America and South East Asia.

Omnia provides customised, knowledge-based solutions through its Agriculture, Mining and Chemicals divisions. These divisions include Omnia Fertilizer, BME, Protea Mining Chemicals and Protea Chemicals, all niche businesses that operate with a common objective: to enhance customers' businesses through research, development and knowledge sharing that will enable them to increase yields and by extension, profit margins. The Group's proven business model makes it a market leader in chemical services. Omnia continues to grow and prosper, offering value to its customers by tailoring its solutions to their business needs through product and service innovation, and through the expert application thereof.

For further information, please refer to the Omnia website at www.omnia.co.za.

About BME

The Mining division services the mining, quarrying and construction industries through BME and Protea Mining Chemicals. BME is a leading manufacturer and supplier of bulk explosives, related accessories and blasting services in South Africa, southern and West Africa, and Australia.

BME is a market leader in bulk emulsion and blended bulk explosives formulations for opencast mining. It produces electronic delay detonators and shocktube initiating systems, and has its own range of boosters. BME also manufactures packaged explosives for underground mining and specialised surface blasting operations. BME offers a world-class blasting consultancy service with a combination of leading edge proprietary technology and world class expertise.

Industry experts, experienced mining engineers and geologists advise and support customer operations, particularly in the use of BME's unique and proprietary BlastMap™ software solutions in conjunction with the accurate AXXIS® electronic delay detonators.

Having introduced the technology for cold emulsion explosives into South Africa over 30 years ago and being the first to introduce used oil in the manufacturing of bulk explosives, BME remains driven by innovation and technical ability. Alongside the continuous evolution of BME's explosives and related products, BME has developed the AXXIS® electronic delay detonators – now an industry standard with an easy-to-use interface – and the BlastMapIII™ software for blast design and planning. This innovative approach leverages cutting-edge knowledge within the business to create significant customer wealth through improved productivity.

For further information, please refer to the BME website at www.bme.co.za.

SOURCE Omnia Holdings Limited

Joseph Keenan - Managing Director (BME - a division of Omnia Group (Pty) Ltd, Email: [email protected], Contact: [phone]